Cerillion Regulatory News (CER)

17 Dec 2007 08:16

OAO Severstal17 December 2007 Not for release, publication or distribution, in whole or in part, in, into or from Canada, South Africa, Japan or any other jurisdiction where it would be unlawful to do so. 17 December 2007 RECOMMENDED REVISED CASH OFFER BY CENTROFERVE LIMITED A WHOLLY OWNED SUBSIDIARY OF SEVERSTAL FOR CELTIC RESOURCES HOLDINGS PLC OFFER UNCONDITIONAL IN ALL RESPECTS Centroferve, a wholly owned subsidiary of Severstal, announces that Condition(b) to the Offer, which is set out in Part A (Conditions of the Revised Offer)of Appendix I to the Revised Offer Document, has been satisfied and that,accordingly, the Offer is unconditional in all respects. Celtic Shareholders who have accepted or accept the Offer while it remains openfor acceptance will receive aggregate cash consideration of £2.90 per CelticShare. Settlement of the consideration to which an accepting Celtic Shareholderis entitled under the Offer will be effected in the following manner: • in the case of acceptances of the Revised Offer received, valid and complete in all respects, prior to the date of this announcement, within 14 days of the date of this announcement; or • in the case of acceptances of the Revised Offer received, valid and complete in all respects, after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt. Celtic Shareholders who have not yet accepted the Offer and wish to do so shouldcomplete a Form of Acceptance and return it to Capita Registrars (by post, toCapita Registrars, PO Box 7117, Dublin 2, Ireland or, during normal businesshours only, by hand to Capita Registrars, Unit 5, Manor Street Business Park,Manor Street, Dublin 7, Ireland) as soon as possible. The Offer will remain open for acceptance until 3.00pm (Dublin time) on 30January 2008. Centroferve will now procure that Celtic Resources Holdings plc applies forcancellation of the trading of Celtic Shares to take effect on 17 January 2008.Cessation of trading will significantly reduce the liquidity and marketabilityof any Celtic Shares in respect of which acceptances of the Offer are notsubmitted. Having received acceptances of the Offer in respect of more than 80% of theCeltic Shares to which the Offer relates, Centroferve will shortly send outnotices pursuant to the provisions of Section 204 of the Companies Act 1963informing those holders of Celtic Shares who have not yet validly accepted theOffer of its intention to acquire compulsorily all outstanding Celtic Shares towhich the Offer relates on the same terms as the Offer. As at 3.00 p.m. on Friday 14 December 2007, acceptances of the Offer had beenreceived in respect of 47,266,133 Celtic Shares (representing approximately 84.7% of the Celtic Shares to which the Offer relates). Centroferve did not hold any Celtic Shares before the commencement of the OfferPeriod and has not acquired or agreed to acquire any Celtic Shares during theOffer Period. Prior to the Offer Period, Bluecone, a company owned by Severstal,acquired 12,281,946 Celtic Shares, and during the Offer Period (but before theOriginal Offer was made) Bluecone acquired a further 4,301,056 Celtic Shares. Asa result, Bluecone owns 16,583,002 Celtic Shares representing approximately29.7% of the issued share capital of Celtic, and the acceptances referred toabove include an acceptance of the Offer by Bluecone in respect of all of theCeltic Shares held by Bluecone. Other than the Celtic Shares held or acquired byBluecone, no party acting in concert with Centroferve held before thecommencement of the Offer Period, or acquired or agreed to acquire during theOffer Period, any Celtic Shares. Terms defined in the Revised Offer Document dated 20 November 2007 have the samemeaning in this announcement unless otherwise stated. Enquiries: Centroferve Tel: +7 495 9810 910 ext.6633Roman DeniskinNikolai Zelenski Morgan Stanley & Co. Limited Tel: +44 20 7425 8000Peter BacchusArash Mahdaviani FD London Tel: +44 207 831 3113Jon SimmonsBen Brewerton The directors of Centroferve and the directors of Severstal acceptresponsibility for the information contained in this announcement. To the bestof the knowledge and belief of the directors of Centroferve and the directors ofSeverstal (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. Morgan Stanley & Co. Limited ("Morgan Stanley") is acting exclusively forCentroferve and Severstal Resurs and no one else in connection with the Offerand Morgan Stanley will not regard any other person as a client in relation tothe Offer and will not be responsible to anyone other than Centroferve andSeverstal Resurs for providing the protections afforded exclusively to itsclients or for providing advice in relation to the Offer, the contents of thisannouncement or any transaction or arrangement referred to herein. The Offer will not be made, directly or indirectly, in or into any jurisdictionwhere it would be unlawful to do so, or by use of the mails, or by any means orinstrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce, or by any facility of anational securities exchange of any jurisdiction where it would be unlawful todo so, and the Offer will not be capable of acceptance by any such means,instrumentality or facility from or within any jurisdiction where it would beunlawful to do so. Accordingly, copies of this announcement and all otherdocuments relating to the Offer are not being, and must not be, mailed orotherwise forwarded, distributed or sent in, into or from any jurisdiction whereit would be unlawful to do so. Persons receiving such documents (including,without limitation, nominees, trustees and custodians) should observe theserestrictions. Failure to do so may invalidate any related purported acceptanceof the Offer. Notwithstanding the foregoing restrictions, Centroferve reservesthe right to permit the Offer to be accepted if, in its sole discretion, it issatisfied that the transaction in question is exempt from or not subject to thelegislation or regulation giving rise to the restrictions in question. This announcement does not constitute an offer to sell or an invitation topurchase or the solicitation of an offer to purchase or subscribe for anysecurities. Any response in relation to the Offer should be made only on thebasis of the information contained in the Revised Offer Document or any documentby which the Offer is made. Any person who is a holder of 1% or more of the Celtic Shares may havedisclosure obligations under Rule 8.3 of the Takeover Rules, effective from thedate of the commencement of the Offer Period. The Offer will be made in the United States pursuant to an exemption from the UStender offer rules provided by Rule 14d-1(c) under the US Exchange Act. Notice to US holders of Celtic Shares: The Offer will be made for the securities of an Irish public limited companywhose shares are listed on the AIM market in the UK and is subject to Irish andUK disclosure requirements, which are different from those of the United States.The Offer will be made in the United States pursuant to applicable US tenderoffer rules and otherwise in accordance with the requirements of the IrishTakeover Rules. Accordingly, the Offer will be subject to disclosure and otherprocedural requirements, including with respect to withdrawal rights, offertimetable, settlement procedures and timing of payments that are different fromthose applicable under US domestic tender offer procedures and law. The receipt of cash pursuant to the Offer by a US holder of Celtic Shares may bea taxable transaction for US federal income tax purposes and under applicable USstate and local, as well as foreign and other tax laws. Each holder of CelticShares is urged to consult his independent professional adviser immediatelyregarding the tax consequences of acceptance of the Offer. It may be difficult for US holders of Celtic Shares to enforce their rights andany claim arising out of the US federal securities laws, since Centroferve andCeltic are located in non-US jurisdictions, and some or all of their officersand directors may be residents of non-US jurisdictions. US holders of CelticShares may not be able to sue a non-US company or its officers or directors in anon-US court for violations of the US securities laws. Further, it may bedifficult to compel a non-US company and its affiliates to subject themselves toa US court's judgement. In accordance with normal Irish and UK practice and pursuant to Rule 14e-5(b) ofthe US Exchange Act, Centroferve or its nominees, or its brokers (acting asagents), may from time to time make certain purchases of, or arrangements topurchase, Celtic Shares outside the United States, other than pursuant to theOffer, before or during the period in which the Offer remains open foracceptance. These purchases may occur either in the open market at prevailingprices or in private transactions at negotiated prices. Any information aboutsuch purchases will be disclosed as required in Ireland and the UK, will bereported to a Regulatory Information Service of the UK Listing Authority andwill be available on the London Stock Exchange website,www.londonstockexchange.com. This information is provided by RNS The company news service from the London Stock Exchange